Association of Washington Cities (AWC) 2/19/2025

________________________________________________________________________________________________________ Page 7 of 17 General terms and conditions 1. DEFINITIONS As used throughout this Subgrant, the following terms shall have the meaning set forth below: A. “Authorized Representative” shall mean the Subgrantee’s duly authorized representative and/or the designee duly authorized in writing to act on such representative’s behalf. B. “AWC” shall mean the Association of Washington Cities. C. “Subgrant” means the entire written agreement between AWC and the Subgrantee, including any Exhibits, documents, or materials incorporated by reference. E-mail or Facsimile transmission of a signed copy of this Subgrant shall be the same as delivery of an original. D. “Subgrantee” shall mean the entity identified on the face sheet performing service(s) under this Subgrant, and shall include all employees and agents of the Subgrantee. E. “Personal Information” shall mean information identifiable to any person, including, but not limited to, information that relates to a person’s name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers, and “Protected Health Information” under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). F. “State” shall mean the state of Washington. G. "Agent" shall mean one not in the employment of the Subgrantee, who is performing all or part of those services under this Subgrant under a separate Contract with the Subgrantee. The terms “agent” mean subgrantee/subcontractor(s) in any tier. 2. ACCESS TO DATA The Subgrantee shall provide access to data generated under this Subgrant to AWC, Commerce, the Joint Legislative Audit and Review Committee, and the Office of the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the Subgrantee’s reports, including computer models and the methodology for those models. 3. ADVANCE PAYMENTS PROHIBITED No payments in advance of or in anticipation of goods or services to be provided under this Subgrant shall be made by AWC. 4. ALL WRITINGS CONTAINED HEREIN This Subgrant contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Subgrant shall be deemed to exist or to bind any of the parties hereto. 5. AMENDMENTS This Subgrant may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101 -336, also referred to as the “ADA” 28 CFR Part 35 The Subgrantee must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 7. ASSIGNMENT Neither this Subgrant, nor any claim arising under this Subgrant, shall be transferred or assigned by the Subgrantee without prior written consent of AWC. 8. ATTORNEYS’ FEES Unless expressly permitted under another provision of the Subgrant, in the event of litigation or other action brought to enforce Subgrant terms, each party agrees to bear its own attorneys’ fees and costs. 9. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION A. “Confidential Information” as used in this section includes: i. All material provided to the Subgrantee by AWC that is designated as “confidential” by AWC; ii. All material produced by the Subgrantee that is designated as “confidential” by AWC; and iii. All Personal Information in the possession of the Subgrantee that may not be disclosed under state or federal law. Docusign Envelope ID: E11F3824-B57B-4827-BEDB-7B35A1462326